Guidelines for Operation of the American Antitrust Institute

Adopted by the Board of Directors, 1/30/03

1. Participation in Proceedings. AAI may participate in court and administrative proceedings, including matters pending before federal, state, or international authorities.

2. Limitation on Lobbying. As a 501(c)(3) entity, AAI shall spend no more than minimal time lobbying before Congress or antitrust authorities.

3. Limitation on Joint Activities. The AAI will generally act independently of other nonprofits and private companies. This will not preclude co-sponsorship of specific events such as symposia, workshops, etc., or participating in programs, rallies, etc.

4. Contributions and Disclosures.

a. AAI will accept contributions to its general treasury and will maintain a list, available to anyone on request, of all contributors who have given $1,000 or more, cumulatively, since formation of the AAI. This is in addition to disclosures of Form 990 that may be required by law. This policy will be made known in advance, wherever possible, to contributors.

b. AAI will not disclose amounts of funds received from its contributors, except as required by law.

c. AAI will not accept earmarked funds from private sources for specific positions, research or statements. The AAI shall not function as a law firm or consulting firm.

5. Government Meetings. When the AAI meets with government officials, we will attempt to establish ground rules for later discussion of the meeting with the press and others, and will abide by any agreement made as to confidentiality, in accordance with law.

6. Policy Committee. The AAI recognizes the importance both of maintaining its independence and of preserving its reputation for independence. In order to enhance the transparency of its policy process, a Policy Committee shall be established within a framework of a charter. The charter follows.

CHARTER OF THE AAI POLICY COMMITTEE

1. The AAI Policy Committee shall consist of five persons appointed from among the AAI Advisory Board by the Board of Directors. A term shall be for one year, but reappointment is possible. This Charter may be amended by the Board of Directors. It is the intent of the Board of Directors that institution of the Policy Committee shall not reduce the role of the Advisory Board in any way.

2. The Committee shall make recommendations to the Board of Directors as to substantive policies to be adopted by the AAI with respect to specific mergers and other non-public investigations that the AAI is considering for its attention. The decision on whether and how to proceed shall be made by the Board of Directors in all cases. When the Board disagrees with a recommendation by the majority of the Committee, it shall explain its reasons to the Committee, to be recorded in a corporate minute that shall be shared with the Advisory Board.

3. It is envisioned that the Committee's work will generally be triggered by a memorandum submitted by an officer of the AAI. The memorandum will include a deadline for recommendation. The memorandum may also be submitted by the President to additional members of the Advisory Board and knowledgable outsiders, whose feedback will be invited. Communication among Committee members will normally be by e-mail or telephone. Committee members are not expected to undertake independent research, although they may educate themselves by their own means about an issue beyond what is in the memorandum. For each memorandum, a Chairman of the Policy Committee will be appointed for the purpose of coordinating the efforts of the various members.

4. If the Committee does not make a recommendation within the time allotted, the Board may proceed without recommendation. The individual members of the Committee may submit their own recommendations regardless of whether the Committee takes a vote or submits a Committee report.

5. Committee deliberations are expected to be completely independent of any financial implications either for AAI or for the members of the Committee. Committee members shall not participate if they have a personal conflict.

6. In determining whether to employ AAI resources on a matter, the Committee and the Board will consider, among others, the following factors:

a. Whether the issue is important for consumers and competition.

b. Whether AAI is likely to have access to important facts relative to taking a position.

c. Whether the activity is likely to involve new or particularly interesting legal or economic issues.

d. Whether the activity is likely to provide an opportunity to defend or explicate a post-Chicago perspective.

e. Whether the issues we are interested in are otherwise likely to be well-covered by capable advocates.

f. Whether we are likely to have access to well-qualified talent eager to work on the matter with sufficient time-availability to complete the assignment within the necessary time frame.

POLICY COMMITTEE AS OF JANUARY 1, 2007:
Stephen Calkins, Norman Hawker, Warren Grimes, John Kwoka, and Diana Moss

GUIDELINES FOR AAI WHITE PAPERS

Comprehensive guidelines for AAI White Papers can be found here.